QGC, QUEENSLAND GAS COMPANY LIMITED

[veeone]

Well Well looky here.......
A FORMER Queensland Gas executive has pleaded guilty to insider trading in shares worth $1.3 million before the gas company signed an $870 million partnership with its current owner, Britain's BG Group. The former chief financial officer and company secretary of Queensland Gas, Mukesh Panchal, bought more than 400,000 shares in the company early last year, knowing of an undisclosed, transformative deal with BG.Panchal, who is awaiting sentencing in Brisbane in April, is estimated to have gained $322,155.50 from the trades between between January 15 and February 1, 2008. He has been fined this amount and he has disposed of the shares.
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[mme]

[veeone]

Bg passed the 50% mark yesterday for QGC and it has set off a load of sellers today.
Coincidence with the larger holders taking time to sort things out or were they hoping for something else and delayed?? Always intriguing isn't it!
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[veeone]

Bg should breach the 50% mark of QGC today with the big holder selling earlier today.
Csm companies are shrinking quickly in Oz as the better prospects get eaten up by the bigger fish. Stay tuned for more consolidation.
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[bermuda]

[Roberts5]

Well I thought Richard Cottee worked for BG in the UK for several years..... Mates deal perhaps??????

How well will RC be looked after in the new organisation and what does he stand to gain through shares etc from BG when the deal is complete???????

[mickloch]

I'd be interested in others perspective.

Did the Directors and Management of QGC have any responsibility to shareholders to explore to a greater extent than they have appeared to whether there were other parties interested in the assets thereby maximising shareholders returns?

Or are others satisfied the BG offer in the circumstances had sufficient premium built in that the best offer was on the table.

Call me cynical but it all seemed far toooooo cosy??

[veeone]

For those wanting to know what happens if BG only acquires 50.1% or 90% or less than 50% of QGC what the fine print says it if they donot want to wade thru the offer documents.
Dear QGC Shareholder,
I am writing to you with details of an offer by BG Group to acquire your shares in Queensland Gas Company Limited for $5.75 cash. BG Group believes the offer is very attractive.
This all-cash Offer is unconditional.
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What happens if I DONOT accept the Offer and BG AUS achieves a relevant interest in 90 per cent of QGC Shares?
If you do not accept the Offer and BG AUS acquires a relevant interest in at least 90 per cent of the QGC Shares, BG AUS intends to proceed to compulsorily acquire your QGC Shares. If this occurs, you will be paid the Offer consideration at the conclusion of the compulsory acquisition process. In these circumstances, you would have received the Offer consideration sooner if you had accepted the Offer prior to its close.
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INTENTIONS UPON ACQUISITION OF 50.1 PER CENT OR MORE OF QGC SHARES
This section sets out BG AUS’s intentions if, by virtue of acceptance of the Offer, BG AUS were to acquire 50.1 per cent or more of QGC, but without becoming entitled to compulsorily acquire the outstanding QGC Shares.
a. ASX Listing and independent directors BG AUS will seek to retain the listing of QGC on the ASX, subject to there being an ongoing requirement under the ASX Listing Rules to maintain a listing (including there being a sufficient spread of QGC Shareholders). Under the ASX Listing Rules a listed company must maintain a spread of holdings which, in ASX’s opinion, is sufficient to ensure that there is an orderly and liquid market in its securities. ASX may suspend and eventually de-list a company which does not meet its spread requirements. It is possible that, depending upon the level of acceptances under the Offer, the ASX may seek to de-list QGC on this basis. Should ASX seek to do so, BG AUS does not currently intend to oppose such a de-listing.
BG AUS intends to procure the appointment of a majority of the QGC Board after acquiring 50.1 per cent or more of QGC, but the QGC Board will continue to have at least two independent directors while QGC remains listed on the ASX.
b. Sale of interests in various assets to AGL Energy
Subject to section 4.4(f) below, in the event that BG AUS acquires 50.1 per cent or more of the QGC Shares, AGL Energy may exercise options to acquire the whole of the
Lacerta gas field, a 15 per cent interest in the Polaris exploration licence, and the whole of the Condamine Power Station project, as described in section 4.3(e) above.
c. Other operations, assets and employees If, following the close of the Offer, QGC becomes a controlled entity but not a wholly owned subsidiary of BG AUS, it is the present intention of BG AUS to attempt to procure that QGC’s board implements the objectives and goals outlined in section 4.3 to the extent possible and appropriate.
INTENTIONS IF LESS THAN 50.1 PER CENT OF QGC SHARES ACQUIRED
If BG AUS acquires less than 50.1 per cent of QGC Shares, it intends to seek to obtain greater representation on the QGC board of directors and gain a more detailed understanding of all the businesses, assets and operations of QGC to evaluate performance, profitability and prospects of QGC in light of the information then
available to BG AUS.

[hungry]

Current total bids in the market depth @ 5.75 = 638,539,523 with total shares on issue 909,986,560 !
A bit mind boggling

[stezz]